Throughout the life span, reading is a requisite skill for performing work, attending to personal needs, and participating in society on a number of levels from filing tax returns to helping children navigate through an educational system to maintaining correspondence. In addition, reading enables entry into new worlds allowing continued growth of the self. Not only is the current cohort of older adults disproportionately disadvantaged in literacy skills, but also age-graded changes in processing capacity make some aspects of reading more difficult. This proposal is a request for a continuation of our project examining adult age differences in resource allocation during reading and the impact of these differences on subsequent comprehension and memory performance. We build on our earlier work by integrating our resource allocation approach with the literature on (cognitive and affective) self-regulation, so as to consider the implications of age-graded reductions in processing capacity, increased reliance on knowledge, and increased role of social and emotional goals for reading. A theoretical framework is developed in which self regulation in reading is conceptualized as arising from a set of negative feedback loops functioning in the context of goals and knowledge of the individual reader. An adult developmental model is adopted in which aging is assumed to engender decreases in fluid ability (reducing the efficiency of language computations), increases in crystallized knowledge (thereby increasing reliance on preexisting knowledge), and a shift in goals which give relatively more weight to social-emotional goals relative to cognitive ones. Within this cognitive developmental framework, we propose a series of experiments that explore the conditions under which self-regulation in reading is compromised by resource demands and when it may be used in a compensatory fashion. We specifically explore how self-regulation in reading is affected by (1) challenges created by illegible orthography, complex syntax, and informational density (Series I, II, & III), (2) the availability of background knowledge (Series IV), and (3) social and affective goals (Series V). [unreadable] [unreadable]